Exhibit 10.5


 


EXECUTION
COPY


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 14, 2004 by
and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”),
RV Acquisition Inc., a Delaware corporation (“Buyer”), Donald W. Wallace  (the “Executive”), and Bruckmann,
Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”).  Capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in Section 7.


 


WHEREAS,
the Company and the Executive desire to enter into an agreement to provide for
the employment of the Executive as President and Chief Executive Officer  of the Company pursuant to the terms and
conditions set forth herein.


 


WHEREAS,
a condition of the Company to enter into this Agreement is the Executive’s
agreement to be bound by the Non-compete and Covenant Agreement (the “Non-compete
and Covenant Agreement”) entered into in connection with the Stock Purchase
Agreement by and among the Company, Buyer, Holdings, the Employee Stock
Ownership Plan and Trust for the Employees of Lazy Days and the other
stockholders of Holdings, dated as of April 27, 2004 (the “Stock
Purchase Agreement”), a copy which is attached as Exhibit A.


 


WHEREAS,
the execution and delivery of this Agreement by the Company and the Executive
are conditions to the purchase by Buyer of certain securities of LD Holdings,
Inc., a Delaware corporation (“Holdings”), pursuant to the Stock
Purchase Agreement.  Certain provisions
of this Agreement are intended for the benefit of, and will be enforceable by,
Buyer and BRS.


 


WHEREAS,
Buyer intends to grant Executive options (the “Options”) to acquire
common stock of the Buyer, par value $0.01 (the “Common Stock”).


 


WHEREAS,
Buyer owns, directly or indirectly, a majority of the issued and outstanding
shares of the Company.


 


NOW,
THEREFORE, in consideration of the mutual undertaking contained herein, the
parties hereto agree as follows:


 


1.               Employment.


 


(a)          Employment.  The Company agrees to employ
the Executive, and the Executive hereby accepts employment with the Company,
upon the terms and conditions set forth in this Agreement for the period
beginning on the date hereof and ending as provided in Section 1(d)
(the “Employment Period”).


 

















 


(b)         Position and Duties.


 


(i)                                     The Executive agrees to serve as President
and Chief Executive Officer of the Company and shall have such duties and
responsibilities as are commonly incident to such executive office, and such
other duties and responsibilities as the Board may assign or delegate to the
Executive from time to time which are consistent with the Executive’s position
as President and Chief Executive Officer. 
In addition, during the Employment Period, Executive shall serve as a
member of the Board.


 


(ii)                                  The Executive shall devote substantially all
of his business time (i.e., such time as the Executive reasonably deems
necessary; provided that no specific amount of time shall be required, but such
time shall be consistent with the time devoted to such duties by the Executive
over the twelve month period immediately preceding the execution of this
Agreement (excluding the time devoted to the acquisition of the Company by
Buyer), attention, skill and energy to the business of the Company, shall use
his best efforts to promote the success of the Company’s business, and shall
cooperate fully with the Board in the advancement of the best interests of the
Company.  Nothing in this
Section 1(b), however, shall prevent the Executive from engaging in
additional activities in connection with personal financial investments and
community affairs that are not inconsistent with the Executive’s duties under
this Agreement.  Additionally, to the
extent that the same do not conflict with the Executive’s duties and
obligations under this Agreement, the Executive may serve on the board of
directors of organizations and other entities as he deems such service to be
beneficial to the Company or which do not compete with the business of the
Company and may retain any compensation for such service.


 


(c)          Base Salary and Benefits.


 


(i)                                     During the Employment Period, Executive’s
base salary shall be $1,000,000  per
annum, as adjusted on each anniversary hereof to the amount that equals $1,000,000
increased by a percentage, the numerator of which is the Consumer Price Index
for Urban Wage Earners and Clerical Workers, as published by the Bureau of
Labor Statistics of the United States Department of Labor (the “CPI”),
as of such anniversary date, and the denominator of which is the CPI as of the
date hereof, provided, however, that the base salary shall not be
decreased pursuant to the terms of this Section 1(c)(i) (the “Base
Salary”), which Base Salary shall be payable in regular installments in
accordance with the Company’s general payroll practices.


 


(ii)                                  The executive is not eligible for a bonus.


 


(iii)                               In addition to the Base Salary payable to the
Executive pursuant to this Section 1(c), Executive shall be
entitled, during the Employment Period, to participate in such pension, profit
sharing, life insurance, disability insurance, hospitalization, major medical
and other employee benefit plans of the Company (collectively, the “Benefits”).  The Company shall also provide at its cost,
as part of the Benefits, equivalent hospitalization, major medical and other
medical coverage for the Executive’s wife and minor children to the extent that
his wife and children are eligible.


 


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The Company shall also reimburse the Executive for the premiums paid on
the currently existing (or any replacement policy(ies) the cost of which does
not exceed the cost of the existing policy(ies)) $3,000,000 face amount term
life insurance policy(ies) on the Executive’s life for the benefit of his
designee and on the currently existing (or any replacement policy(ies) the cost
of which does not exceed the cost of the existing policy(ies)) disability
insurance on the Executive for his benefit of a face amount of up to 70% of the
Base Salary, such reimbursement to also include the amount necessary to
compensate the Executive for any income taxes on such reimbursement or
additional income taxes.


 


(iv)                              The Company shall reimburse the Executive for
all reasonable expenses incurred by him during the Employment Period in the
course of performing his duties under this Agreement which are consistent with
the Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company’s
requirements with respect to reporting and documentation of such expenses.


 


(v)                                 All amounts payable to the Executive as
compensation hereunder shall be subject to all required withholding by the
Company.


 


(d)         Term.


 


(i)                                     The Employment Period shall end on the fifth
anniversary of the date hereof; provided,
however, that (A) the Employment
Period shall be terminated prior to such date upon (x) the Executive’s death or
Disability or (y) the Executive’s voluntary resignation for any reason and (B)
the Employment Period may be terminated prior to such date by the Company for
any reason.  Except as provided herein,
termination of the Employment Period by the Company shall be effective as
specified in a written notice from the Company to the Executive.


 


(ii)                                  If the Employment Period is terminated by the
Company for Cause or by reason of the Executive’s death or Disability or by the
Executive’s voluntary resignation other than within ninety (90) days of a Good
Reason Event, the Executive shall be entitled to all previously earned and
accrued but unpaid Base Salary through the date of termination, but shall not
be entitled to any further Base Salary or Benefits for the remainder of that
year or any future year, or to any severance compensation of any kind, nature
or amount.


 


(iii)                               Subject to Section 1(d)(iv), if
the Employment Period is terminated by the Company other than pursuant to Section 1(d)(ii)
or by the Executive within ninety (90) days of a Good Reason Event, the
Executive shall be entitled to (A) all previously earned and accrued but unpaid
Base Salary up to the date of such termination, (B) if the date of Termination
is prior to the eighteen (18) month anniversary hereof, Base Salary  for a period of twelve (12) months
following the date of such termination, and if the date of termination is on or
after the eighteen (18) month anniversary of the date hereof, Base Salary for a
period of six (6) months (as applicable, the “Severance Period”)
following the date of such termination and (C) Benefits for the Severance
Period; provided, that the


 


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Executive shall not be entitled to any Base Salary or Benefits after
the termination of such Severance Period.


 


(iv)                              The Executive agrees that the Executive shall
be entitled to the payments provided for in Section 1(d)(iii) if
and only if the Executive has not breached, as of the date of termination of
the Employment Period, (A) the provisions of Sections 2, 3 and 4(b)(ii) of the
Non-compete and Covenant Agreement in any material respect, and (B)
Section 4 (other than Section 4(b)(ii)) of the Non-compete and
Covenant Agreement, and does not breach such provisions at any time during the
period for which such payments are to be made; provided,
that with respect to any breach of Section 3 of the Non-compete and Covenant
Agreement, the Executive shall be given the opportunity to cure such breach
within 30 days; provided further,
that the Company’s obligation to make the payments provided for in Section 1(d)(iii)
will terminate upon the Executive breaching during such severance period (A)
the provisions of Sections 2, 3 and 4(b)(ii) of the Non-compete and Covenant
Agreement in any material respect, or (B) Section 4 (other than
Section 4(b)(ii)) of the Non-compete and Covenant Agreement; provided, that with respect to any breach
of Section 3 of the Non-compete and Covenant Agreement, the Executive
shall be given the opportunity to cure such breach within 30 days.


 


(v)                                 Any payments pursuant to this Section 1(d)
shall be made in regular payroll payment installments in accordance with the
Company’s general payroll practices, and as of the date of the final such
payment, none of the Company or any of its Subsidiaries shall have any further
obligation to Executive pursuant to this Section 1(d) except as
provided by law.


 


(vi)                              The Executive hereby agrees that no severance
compensation of any kind, nature or amount shall be payable to the Executive
except as expressly set forth in this Section 1(d), and except for
such payments, the Executive hereby irrevocably waives any claim for severance
compensation.  The Executive further
agrees that the Executive shall be entitled to the payments provided for in
this Section 1(d), if any, if and only if the Executive has
executed, delivered and effectuated the Release attached to this Agreement as Exhibit
B and complies with its terms and those terms of this Agreement that
survive its expiration and the Company hereby agrees to simultaneously execute
and deliver such Release to the Executive.


 


2.               Repurchase Option.


 


(a)          In the event the Executive’s employment with the Company is terminated
(the “Termination”) for any reason, the Option Shares (whether held by
the Executive or one or more of the Executive’s transferees) will be subject to
repurchase by Buyer and BRS (or its designee) pursuant to the terms and
conditions set forth in this Section 2 (the “Repurchase Option”);
provided, that such repurchase
shall, in the event the Termination is by reason of (i) the Executive deciding
to retire on or after the fifth anniversary of the date hereof, of which
decision the Executive shall have delivered a notice in writing signed by the
Executive to the Company, (ii) the Executive’s death, or (iii) the Executive’s
Disability, be subject to the Executive’s or his estate’s, as applicable,
consent.


 


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(b)         Subject to the following sentence, the purchase price for each of the
Option Shares will be the Fair Value for such share.  In the event the Termination is by the Company for Cause or,
prior to the fifth year anniversary of the date hereof, as a result of the
Executive’s voluntary resignation other than within ninety (90) days of a Good
Reason Event, the purchase price for each of the Option Shares shall be the
lower of (x) the Original Cost of such share and (y) the Fair Value for such
share; provided, that,
notwithstanding anything to the contrary in this Agreement, if BRS (A)
purchases any Option Share pursuant to this Section 2 at the
Original Cost of such share, and (B) continues to hold such share in excess of
365 days, then BRS shall (I) transfer such share to either the Buyer or one or
more employees of the Company, and (II) not receive any consideration in such
transfer that exceeds the Original Cost in such share.


 


(c)          Buyer may elect to purchase all or any of the Option Shares by
delivering written notice (the “Repurchase Notice”) to the holder or
holders of the Option Shares within two hundred forty (240) days after the
Termination.  The Repurchase Notice will
set forth the number of the Option Shares to be acquired from each holder, the
aggregate consideration to be paid for such securities and the time and place
for the closing of such transaction. 
The number of shares to be repurchased by Buyer shall first be satisfied
to the extent possible from the Option Shares held by the Executive at the time
of delivery of the Repurchase Notice. 
If the number of the Option Shares then held by the Executive is less
than the total number of the Option Shares Buyer has elected to purchase, Buyer
shall purchase the remaining Option Shares elected to be purchased from the
other holder(s) of Option Shares under this Agreement, pro rata according to
the number of the Option Shares held by such other holder(s) at the time of
delivery of such Repurchase Notice (determined as nearly as practicable to the
nearest share).


 


(d)         If for any reason Buyer does not elect to purchase all of the Option
Shares pursuant to the Repurchase Option, BRS (or its designee) shall be
entitled to exercise the Repurchase Option for all or any of the Option Shares
that Buyer has not elected to purchase (the “Available Shares”).  As soon as practicable after Buyer has
determined that there will be Available Shares but in any event within one
hundred eighty (180) days after the Termination, the Company shall give written
notice (the “Option Notice”) to BRS (or its designee) setting forth the
number of any Available Shares and the purchase price for such Available
Shares.  BRS (or its designee) may elect
to purchase all or a portion of the Available Shares by giving written notice
to the Company within 30 days after the Option Notice has been given by
Buyer.  As soon as practicable, and in
any event within ten days after the expiration of the 30-day period set forth
above, the Buyer shall notify the Executive as to the number of Available
Shares being purchased from the Executive by BRS (or its designee) (the “Supplemental
Repurchase Notice”).  At the time
Buyer delivers the Supplemental Repurchase Notice to the Executive, Buyer shall
also deliver a written notice to BRS (or its designee) setting forth the number
of Available Shares which BRS (or its designee) is entitled to purchase, the
aggregate purchase price and the time and place of the closing of such
transaction.


 


(e)          The closing of the purchase of the Option Shares pursuant to the
Repurchase Option shall take place on the date designated by Buyer in the
Repurchase Notice or Supplemental Repurchase Notice, which date shall not be
later than the 60th day after the delivery of the later of such notices to be
delivered (or, if later, the 15th day after the Fair Value is finally
determined) nor earlier than the fifth day after such delivery.  Buyer and/or BRS (or its designee) will pay
for the Option Shares to be purchased pursuant to the Repurchase Option by


 


5

















 


delivery of a certified or cashier’s check or wire transfer of
funds.  The purchasers of the Option
Shares hereunder will be entitled to receive customary representations and
warranties from the sellers as to title, authority and capacity to sell and to
require all sellers’ signatures to be guaranteed.


 


(f)            Notwithstanding anything to the contrary
contained in this Agreement, all repurchases of the Option Shares by Buyer
and/or BRS shall be subject to applicable restrictions contained in the
Delaware General Corporation Law and in Buyer’s, the Company’s and its
Subsidiaries’ debt and equity financing agreements that are in effect as of the
date of the closing of such repurchases.


 


3.               Restrictions
on Transfer.


 


(a)          The certificates representing the Option Shares will bear the following
legend:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN AN EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND
THE SIGNATORY THERETO DATED AS OF MAY 14, 2004 AND A STOCKHOLDERS AGREEMENT
AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO DATED AS OF MAY 14, 2004.  A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY
THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


(b)         The Option Shares are subject to the restrictions on transfer set forth
in the Stockholders Agreement.


 


4.               Confidential
Information.


 


The
Executive shall comply with the covenants contained in Section 2 of the
Non-compete and Covenant Agreement.


 


5.               Inventions
and Patents.  The Executive shall
comply with the covenants contained in Section 3 of the Non-compete and
Covenant Agreement.


 


6.               Noncompete,
Nonsolicitation The Executive shall comply with the covenants contained in
Section 4 of the Non-compete and Covenant Agreement.


 


7.               Definitions.  As
used herein, the following terms shall have the following meanings:


 


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“Board”
means the board of directors of the Company.


 


“Cause”
means that by action of seventy-five percent of the members of the Board, other
than the Executive (e.g. at a time when the Board is comprised of five members,
including the Executive, the vote of three members would be required), at a
meeting duly called and held upon 30 days’ prior written notice (provided that
less than 30 days’ notice may be given with respect to the occurrence of an
event set forth in clause (v) below), or with respect to the occurrence of any
event the nature of which makes it impossible for the Executive to cure) to the
Executive specifying the particulars of the action or inaction alleged to
constitute “Cause” (and at which meeting the Executive and his counsel are
entitled to be present and given reasonable opportunity to be heard), the Board
has terminated Executive’s employment because of: (i) The Executive’s gross and
continued inattention to, gross and continued neglect of, gross and continued inability
to materially perform, or gross and continued failure to materially perform
(other than any such inability or failure resulting from incapacity due to
mental or physical illness) the duties to be performed by him under this
Agreement as reasonably directed by the Board, or material and continued breach
of this Agreement, and the Executive’s failure prior to the expiration of the
notice period to have effected or taken reasonable steps to effect a cure
thereof in all material respects, it being understood that a breach of
Section 4 (other than Section 4(b)(ii)) of the Non-compete and
Covenant Agreement shall be deemed to be a material breach; (ii) the
appropriation (or attempted appropriation) of a business opportunity of the
Company or any of its Subsidiaries, including securing any personal profit in
connection with any transaction entered into on behalf of the Company or any of
its Subsidiaries (other than the benefits or profits provided for in the Stock
Purchase Agreement (including, without limitation, agreements referred to in
Schedule 3.24 to the Stock Purchase Agreement) or executed in connection
with the closing under the Stock Purchase Agreement; (iii) the Executive’s
willful misconduct (including, without limitation, dishonesty or disloyalty),
unless such misconduct is not seriously injurious to the business of the
Company or any of its Subsidiaries, or BRS or Buyer; (iv) fraud with respect to
BRS, Buyer, the Company, any of its Subsidiaries or any of their respective
customers or suppliers, unless such fraud is not seriously injurious to the
business of the Company or any of its Subsidiaries, or BRS or Buyer (including,
without limitation, the intentional misappropriation (or attempted intentional
misappropriation) of any material amount of BRS’, Buyer’s, the Company’s, any
of its Subsidiaries’ or any of their respective customers’ or suppliers’ funds
or property); or (v) the conviction of or the entering of a guilty plea or plea
of no contest with respect to any non-traffic related offense that is a felony.


 


“Disability”
means the inability, by reason of bodily injury or physical or mental disease,
or any combination thereof, of Executive to perform his customary or other
comparable duties with the Company for a period of at least one hundred twenty
(120) consecutive days, or one hundred eighty (180) days in any three hundred
sixty-five (365) day period, as determined in accordance with the Company’s
Long-Term Disability Plan.


 


“Fair
Value” means for each share of Common Stock, the average of the closing
prices of the sales of the Common Stock on all securities exchanges on which
the Common Stock may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day the
Common Stock is not so listed, the average of the representative bid and asked
prices quoted in the Nasdaq National Market System (“Nasdaq NMS”) as of
4:00


 


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P.M.,
New York City time, or, if on any day the Common Stock is not quoted in
the Nasdaq NMS, the average of the highest bid and lowest asked prices on such
day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
the Fair Value is being determined and the 20 consecutive business days prior
to such day.  If at any time the Common
Stock is not listed on any securities exchange or quoted in the Nasdaq NMS or
the over-the-counter market, the Fair Value of each share of Common Stock shall
be determined by the board of directors of Buyer in its good faith judgment
without the application of any minority stockholder discount or discount for
marketability of such share.


 


“Good
Reason Event” means, during the Employment Period, (i) the assignment to
the Executive without his consent of any duties substantially inconsistent with
Executive’s position, duties, responsibilities or status with the Company or,
without cause, the removal without Executive’s consent of Executive’s authority
or position at the Company in Section 1(b)(i), which action is not
cured within 30 days from the date of delivery of a written notice by Executive
to the Company, specifying the grounds for Executive’s termination of this
Agreement; (ii) the Company changes the Executive’s place of employment by more
than 18 miles; (iii) any transaction involving the Company, including in one or
more series of related transactions, as a result of which (A) any Unaffiliated
Third Party or group of Unaffiliated Third Parties acquires more than 50% of
the voting securities outstanding on a fully diluted basis at the time of such
transaction (whether by merger, consolidation, sale or transfer of any or all
of the Company’s outstanding capital stock), and (B) the sum of (I) the value
of the equity securities owned by BRS and its affiliates immediately following
such transaction, plus (II) the amounts of proceeds received by BRS and its
affiliates in such transaction is at least $40 million; (iv) the failure of any
successor to the Company not otherwise bound by this Agreement to expressly
assume and agree to perform the obligations of the Company under this Agreement; or  (v)
a material breach by the Company, Buyer or BRS of the terms for the benefit of
the Executive of this Agreement or the Non-compete and Covenant Agreement that
is not cured by the Company, Buyer or BRS within 60 days of written notice from
the Executive to the Company, Buyer and BRS that expressly refers to this
Agreement and this definition of Good Reason Event.


 


“Option
Shares” means (i) any Common Stock issued or issuable directly or
indirectly upon exercise of any Option and (ii) any Common Stock issued or
issuable with respect to the securities referred to in clause (i) above by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.


 


“Original
Cost” with respect to one of the Option Shares means the amount for which
the Executive acquired such share or any capital stock exchanged for/converted
into such share.


 


“Person”
means an individual, a partnership, a corporation, an association, a joint
stock company, a limited liability company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


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“Stockholders
Agreement” means the Stockholders Agreement, dated as of the date hereof,
by and among Buyer, BRS, the Executive and others, as in effect from time to
time.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or
other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person or a combination thereof,
or (ii) if a partnership, limited liability company, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes hereof, a Person
or Persons shall be deemed to have a majority ownership interest in a
partnership, limited liability company, association or other business entity if
such Person or Persons shall be allocated a majority of partnership, limited
liability company, association or other business entity gains or losses or
shall be or control the managing director or general partner of such
partnership, limited liability company, association or other business entity.


 


“Unaffiliated
Third Party” means any Person who, immediately prior to a contemplated
transaction, does not own in excess of 5% of the Company’s voting securities on
a fully diluted basis (a “5% Owner”), who is not controlling, controlled
by or under common control with any such 5% Owner and who is not the spouse or
descendent (by birth or adoption) of any such 5% Owner or a trust of the
benefit of such 5% Owner and/or such other Persons.


 


8.               Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally, mailed by certified or registered mail, return receipt requested
and postage prepaid, or sent via a nationally recognized overnight courier, or
sent via facsimile to the recipient (followed by telephone confirmation to the
receiving party).  Such notices, demands
and other communications will be sent to the address indicated below:


 


To the Company:


 


Lazy
Days’ R.V. Center, Inc.


6130
Lazy Days Boulevard


Seffner,
Florida 33584


Attention:  Chief Operating Officer


Facsimile:  (813) 246-5240


 


With a copy, which shall not constitute notice to the Company, to:


 


Kirkland
& Ellis LLP


Citigroup
Center


153
East 53rd Street


New
York, NY  10022-4675


 


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Attention:  Kimberly P. Taylor, Esq.


Facsimile:  (212) 446-4900


 


To the Executive:


 


Mr.
Donald W. Wallace


President
and Chief Executive Officer


Lazy
Days’ R.V. Center, Inc.


6130
Lazy Days Boulevard


Seffner,
FL 33584


Facsimile:  (813) 246-5240


 


With a copy, which shall not constitute notice to the Executive, to:


 


Holland
& Knight LLP


701
Brickell Avenue, Suite 3000


Miami,
FL 33131


Attention:  Ronald Albert, Jr., Esq.


Facsimile:  (305) 789-7799


 


To BRS:


 


c/o
Bruckmann, Rosser, Sherrill & Co., Inc.


126
East 56th Street


New
York, NY  10022


Facsimile:
(212) 521-3799


Attention:  Thomas J. Baldwin


 


With a copy, which shall not constitute notice to BRS, to:


 


Kirkland
& Ellis LLP


Citigroup
Center


153
East 53rd Street


New
York, NY  10022-4675


Attention:  Kimberly P. Taylor, Esq.


Facsimile:  (212) 446-4900


 


or
such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.


 


9.               Miscellaneous.


 


(a)          Survival.  Sections 4, 5
and 6 of this Agreement survive and continue in full force in accordance
with its terms notwithstanding the expiration or termination of the Employment
Period.


 


(b)         Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision


 


10

















 


of this Agreement is held to
be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


(c)          Complete Agreement. 
This Agreement and the Non-compete and Covenant Agreement embody the
complete agreement and understanding among the parties and supersedes and
preempts any and all prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject
matter hereof in any way, including without limitation the Employment Agreement
between the Company and the Executive dated July 15, 1999, and all
amendments thereto.  The Executive
agrees that the Executive has no remaining rights, obligations or entitlements
under any previous agreement with the Company with respect to the subject
matter hereof.


 


(d)         Counterparts. 
This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and
the same agreement.


 


(e)          Successors and Assigns. 
Except as otherwise provided herein, this Agreement shall bind and inure
to the benefit of and be enforceable by the Executive, the Company, Buyer, BRS
and their respective successors and assigns (including subsequent holders of
the Option Shares); provided,
that the rights and obligations of the Executive under this Agreement shall not
be assignable except in connection with a permitted transfer of the Option
Shares hereunder; provided further,
that the rights and obligations of the Company under this Agreement shall not be
assignable except to a purchaser of all or substantially all of the assets of
the Company (provided, that such
purchaser explicitly assumes all of the Company’s obligations under this
Agreement); provided further,
that the rights and obligations of Buyer and BRS under this Agreement shall not
be assignable except (i) to affiliates of Buyer or BRS, or (ii) to any
purchaser, directly or indirectly, of (A) more than 50% of the voting
securities of Buyer or the Company (whether by merger, consolidation, sale or
transfer of any or all of Buyer’s or the Company’s outstanding capital stock),
or (B) all or substantially all of the assets of the Company.


 


(f)            Governing Law.  The
corporate law of the State of Delaware will govern all questions concerning the
relative rights of Buyer and its stockholders. 
All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibit hereto will be governed by and
construed in accordance with the domestic laws of the State of Florida, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Florida or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Florida.


 


(g)         Remedies.  Each of the parties to this
Agreement (including Executive, Buyer and BRS) will be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs
(including reasonable attorneys’ fees) caused by any breach of any provision of
this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the


 


11

















 


provisions
of this Agreement and that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction (without posting any bond or
deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.


 


(h)         Executive’s Cooperation. 
During the Employment Period and thereafter, Executive shall cooperate
with the Company and its Subsidiaries in any internal investigation or
administrative, regulatory or judicial proceeding as reasonably requested by
the Company (including, without limitation, Executive being available to the
Company upon reasonable notice for interviews and factual investigations,
appearing at the Company’s request to give testimony without requiring service
of a subpoena or other legal process, volunteering to the Company all pertinent
information and turning over to the Company all relevant documents which are or
may come into Executive’s possession, all at times and on schedules that are
reasonably consistent with Executive’s other permitted activities and
commitments); provided, that the
Company shall reimburse Executive for all of his reasonable costs and expenses
incurred, in connection herewith, plus, after the Employment Period, pay
Executive $10,000 per day for  his
time spent.


 


(i)             Amendment and Waiver.  The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company, the Executive, Buyer and BRS.


 


*   *   *  
*   *


 


12

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as
of the date first written above.


 


	
   

  	
  LAZY
  DAYS’ R.V. CENTER, INC. a Florida corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles L. Thibault

  	
   

  
	
   

  	
   

  	
  Name:
  Charles L. Thibault

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Donald W. Wallace

  	
   

  
	
   

  	
   

  	
  Donald
  W. Wallace

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed
  and Accepted

  	
   

  	
   

  
	
  as
  of the date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RV
  ACQUISITION INC. a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Charles L. Thibault

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Charles L. Thibault

  	
   

  	
   

  
	
   

  	
  Title:
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BRUCKMANN,
  ROSSER, SHERRILL & CO. II, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  BRSE,
  L.L.C.

  	
   

  	
   

  
	
  Its:

  	
  General
  Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Tom Baldwin

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Tom Baldwin

  	
   

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  	
   

  



 


 


[Signature Page to Wallace’s Employment Agreement]


 

















 


Exhibit A


 


Non-compete and Covenant Agreement


 


See attached.


 

















 


Exhibit B


 


MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT


 


I,
Donald W. Wallace (“Executive”), in consideration of and subject to the
performance by Lazy Days R.V. Center, Inc., a Florida corporation (together
with its subsidiaries, the “Company”), of its material obligations under
the Employment Agreement, dated as of May 14, 2004 (the “Employment
Agreement”) and under the Non-compete and Covenant Agreement, dated as of
May 14, 2004 (the “Non-compete and Covenant Agreement”), do hereby
release and forever discharge as of the date hereof the Company and all present
and former directors, officers, executives, employees, attorneys, agents,
representatives, executives, successors and assigns of the Company and its
direct or indirect owners, parents, affiliates and subsidiaries (and their
directors, officers, executives, employees, attorneys, agents, representatives
and executives) (collectively, the “Released Parties”) to the extent
provided below.


 


(1)                                                                                                                                  Except as provided in paragraph 2 below, I
knowingly and voluntarily release and forever discharge the Released Parties
from any and all claims, controversies, actions, causes of action,
cross-claims, counter-claims, demands, debts, compensatory damages, liquidated
damages, punitive or exemplary damages, other damages, claims for costs and
attorneys’ fees, or liabilities of any nature whatsoever in law and in equity,
both past and present (through the date hereof) and whether known or unknown,
suspected, or claimed against any of the Released Parties which I, or any of my
heirs, executors, administrators or assigns, may have, which arise out of or
are connected with my engagement by, employment with or separation from the
Company (including, but not limited to, any allegation, claim or violation,
arising under:  Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967, as amended (including the Older
Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the
Americans with Disabilities Act of 1990; the Family and Medical Leave Act of
1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment
Retraining and Notification Act; the Employee Retirement Income Security Act of
1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or
their state or local counterparts; or under any other federal, state or local
civil or human rights law, or under any other local, state, or federal law,
regulation or ordinance; or under any public policy, contract or tort, or under
common law; or arising under any policies, practices or procedures of the
Company; or any claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation; or any claim for costs, fees, or other
expenses, including attorneys’ fees incurred in these matters) (all of the
foregoing collectively referred to herein as the “Claims”).


 


(2)                                                                                                                                  I understand and agree that this Release does
not waive or release any rights or claims which arise after the date I execute
this Release; claims for enforcement of Section 1(d) of the
Employment Agreement; claims for enforcement of Section 4(g) of the
Non-compete and Covenant Agreement;


 

















 


claims for benefits under any employee benefit plan maintained by the
Company; claims for unemployment or worker’s compensation as provided by law;
or actions or omissions by the Company prior to the date hereof that represent
willful misconduct or fraud.


 


(3)                                                                                                                                  I acknowledge and intend that this Release
shall be effective as a bar and shall serve as a complete defense to each and
every one of the Claims and that it shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected Claims (notwithstanding any state statute
that expressly limits the effectiveness of a release of unknown, unsuspected
and unanticipated Claims), if any, as well as those relating to any other Claims
hereinabove mentioned or implied.


 


(4)                                                                                                                                  I represent that I have not made any
assignment or transfer of any Claim.  I
agree that neither this Release, nor the furnishing of the consideration for
this Release, shall be deemed or construed at any time to be an admission by
the Company or any Released Party of any improper or unlawful conduct.  I agree that this Release is confidential
and agree not to disclose any information regarding the terms of this Release, except
to my immediate family and any tax, legal or other counsel with whom I may
consult regarding the meaning or effect hereof or as required by law, and I
will instruct each of the foregoing not to disclose the same to anyone.


 


(5)                                                                                                                                  Each provision of this Release shall be
interpreted in such manner as to be effective and valid under applicable law
and any provision of this Release held to be invalid, illegal or unenforceable
in any respect shall be severable.  This
Release cannot be amended except in a writing duly executed by the Company and
me.


 


(6)                                                                                                                                  The Company (meaning, solely for this
purpose, the Company’s directors and executive officers) will not, and will use
its commercially reasonable efforts to cause the other Released Parties to not,
disparage Executive or Executive’s performance or otherwise take any action
which could reasonably be expected to adversely affect Executive’s personal or
professional reputation.  Similarly,
Executive will not disparage the Released Parties or otherwise take any action
which could reasonably be expected to adversely affect the personal or
professional reputation of the Released Parties.


 


(7)                                                                                                                                  The Company does hereby release and forever
discharge as of the date hereof the Executive and his personal representatives
and heirs, with respect to any action or omission by the Executive made in his
capacity as employee, officer and director (and not in any other capacity,
including, without limitation in the capacity as a “Seller” under and as
defined in the Stock Purchase Agreement (as defined in the Employment Agreement),
in the capacity as stockholder of Buyer, in the capacity as beneficial owner of
I-4 Land Holding Limited Company, and in the capacity as consignor under
certain consignment


 

















 


agreements with the Company) which action or omission took place prior
to the date hereof; provided that
this release shall not be applicable to (i) such actions or omissions that
represent willful misconduct or fraud other than any action or omission that
was specifically approved by the applicable board of directors, (ii) any rights
or claims which arise after the date hereof, (iii) claims for enforcement of
the Employment Agreement, and (iv) claims for enforcement of the Non-compete
and Covenant Agreement.


 


(8)                                                                                                                                  I acknowledge that I have entered into this
Agreement freely and without coercion, that I have been advised by the Company
to consult with counsel of my choice, that I have had adequate opportunity to
so consult, and that I have been given all time periods required by law to
consider this Agreement, including but not limited to the 21-day period
required by the Age Discrimination in Employment Act of 1967, as amended.  I further acknowledge that within the 7-day
period following my execution of this Agreement (the “Revocation Period”)
I shall have the unilateral right to revoke this Agreement.  In order to be effective, notice of
Executive’s revocation of this Agreement must be received by the Company on or
before the last day of the Revocation Period.


 


I
UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
THE REVOCATION PERIOD HAS EXPIRED.


 


	
   

  	
  LAZY
  DAYS’ R.V. CENTER, INC. a Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles L. Thibault

  	
   

  
	
   

  	
   

  	
  Name:
  Charles L. Thibault

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Donald W. Wallace

  	
   

  
	
   

  	
  Donald
  W. Wallace